Delaware
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1-36491
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68-0521411
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company ☐
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Item 9.01. |
Financial Statements and Exhibits.
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(d) |
Exhibits.
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Exhibit
Number
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Description
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Commitment Increase and Joinder Agreement, dated as of February 12, 2019, among Century Communities, Inc., the subsidiary guarantors party thereto,
BMO Harris Bank N.A., CIBC Bank USA, Flagstar Bank, FSB and LegacyTexas Bank, as lenders party thereto, and Texas Capital Bank, National Association, as Administrative Agent
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Date: February 15, 2019
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CENTURY COMMUNITIES, INC.
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||
By:
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/s/ David L. Messenger
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Name:
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David L. Messenger
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Title:
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Chief Financial Officer and Secretary
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ADMINISTRATIVE AGENT:
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TEXAS CAPITAL BANK,
NATIONAL ASSOCIATION
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||
By:
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/s/ Alicia Ortiz
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Name:
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Alicia Ortiz
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Title:
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Vice President
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LENDER:
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BMO HARRIS BANK N.A.
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By:
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/s/ Scott W. Morris
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Name:
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Scott W. Morris
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Title:
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Director
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LENDER:
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CIBC BANK USA
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By:
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/s/ Michael Olson
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Name:
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Michael Olson
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Title:
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Managing Director
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LENDER:
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FLAGSTAR BANK, FSB,
a federally chartered savings bank
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By:
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/s/ Philip Tenjillo
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Name:
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Philip Tenjillo
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Title:
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Vice President
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LENDER:
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LEGACYTEXAS BANK
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By:
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/s/ Kevin A. Delozier
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Name:
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Kevin A. Delozier
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Title:
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SVP
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BORROWER:
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|||
CENTURY COMMUNITIES, INC.,
a Delaware corporation
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By:
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/s/ David Messenger
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Name:
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David Messenger
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Title:
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Chief Financial Officer
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GUARANTOR:
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|||
BMC REALTY ADVISORS, INC.,
a California corporation
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|||
By:
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/s/ David Messenger
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Name:
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David Messenger
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Title:
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Authorized Signatory
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AUGUSTA POINTE, LLC,
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AVALON AT INVERNESS, LLC,
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AVR A, LLC,
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AVR B, LLC,
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AVR C, LLC,
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BEACON POINTE, LLC,
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BLACKSTONE HOMES, LLC,
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CC COMMUNITIES, LLC,
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CCC HOLDINGS, LLC,
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CCH HOMES, LLC,
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CENTURY AT ANTHOLOGY, LLC,
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CENTURY AT ASH MEADOWS, LLC,
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CENTURY AT AUTUMN VALLEY RANCH, LLC,
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CENTURY AT BEACON POINTE, LLC,
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CENTURY AT BELLEVIEW PLACE, LLC,
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CENTURY AT CALEY, LLC,
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CENTURY AT CANDELAS, LLC,
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CENTURY AT CAROUSEL FARMS, LLC,
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CENTURY AT CASTLE PINES TOWN CENTER, LLC,
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CENTURY AT CLAREMONT RANCH, LLC,
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CENTURY AT COLLIERS HILL, LLC,
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CENTURY AT COMPARK VILLAGE NORTH, LLC,
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CENTURY AT COMPARK VILLAGE SOUTH, LLC,
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CENTURY AT COYOTE CREEK, LLC,
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CENTURY AT FOREST MEADOWS, LLC,
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CENTURY AT HARVEST MEADOWS, LLC,
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CENTURY AT LANDMARK, LLC,
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CENTURY AT LITTLETON VILLAGE, LLC,
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CENTURY AT LITTLETON VILLAGE II, LLC,
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CENTURY AT LOR, LLC,
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CENTURY AT LOWRY, LLC,
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CENTURY AT MARVELLA, LLC,
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CENTURY AT MAYFIELD, LLC,
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CENTURY AT MIDTOWN, LLC,
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CENTURY AT MILLENNIUM, LLC,
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CENTURY AT MURPHY CREEK, LLC,
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CENTURY AT OAK STREET, LLC,
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CENTURY AT OBSERVATORY HEIGHTS, LLC,
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CENTURY AT OUTLOOK, LLC,
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CENTURY AT PEARSON GROVE, LLC,
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CENTURY AT SALISBURY HEIGHTS, LLC,
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CENTURY AT SOUTHSHORE, LLC,
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CENTURY AT SPRING VALLEY RANCH, LLC,
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CENTURY AT TANGLEWOOD, LLC,
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CENTURY AT TERRAIN, LLC,
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CENTURY AT THE GROVE, LLC,
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CENTURY AT THE HEIGHTS, LLC,
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CENTURY AT THE MEADOWS, LLC,
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CENTURY AT VISTA RIDGE, LLC,
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CENTURY AT WILDGRASS, LLC,
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CENTURY AT WOLF RANCH, LLC,
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CENTURY AT WYNDHAM HILL, LLC,
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CENTURY CITY, LLC,
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CENTURY COMMUNITIES OF GEORGIA, LLC,
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CENTURY COMMUNITIES SOUTHEAST, LLC,
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CENTURY GROUP LLC,
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CENTURY LAND HOLDINGS, LLC,
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CENTURY LAND HOLDINGS II, LLC,
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CENTURY LAND HOLDINGS OF TEXAS, LLC,
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CENTURY TOWNHOMES AT CANDELAS, LLC,
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CHERRY HILL PARK, LLC,
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COTTAGES AT WILLOW PARK, LLC,
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CROWN HILL, LLC,
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ENCLAVE AT BOYD PONDS, LLC,
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ENCLAVE AT CHERRY CREEK, LLC,
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ENCLAVE AT PINE GROVE, LLC,
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ESTATES AT CHATFIELD FARMS, LLC,
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HEARTH AT OAK MEADOWS, LLC,
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HOMETOWN, LLC,
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HOMETOWN SOUTH, LLC,
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HORIZON BUILDING SERVICES, LLC,
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LAKEVIEW FORT COLLINS, LLC,
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MADISON ESTATES, LLC,
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MERIDIAN RANCH, LLC,
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MONTECITO AT RIDGEGATE, LLC,
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PARK 5TH AVENUE DEVELOPMENT CO., LLC,
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PRESERVE AT BRIARGATE, LLC,
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RESERVE AT HIGHPOINTE ESTATES, LLC,
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RESERVE AT THE MEADOWS, LLC,
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SADDLEBACK HEIGHTS, LLC,
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SADDLE ROCK GOLF, LLC,
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STETSON RIDGE HOMES, LLC,
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THE RETREAT AT RIDGEGATE, LLC,
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THE VISTAS AT NOR’WOOD, LLC,
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VENUE AT ARISTA, LLC,
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VERONA ESTATES, LLC,
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VILLAS AT MURPHY CREEK, LLC,
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WATERSIDE AT HIGHLAND PARK, LLC,
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WESTOWN CONDOMINIUMS, LLC,
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WESTOWN TOWNHOMES, LLC, and
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WILDGRASS, LLC,
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all Colorado limited liability companies
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By:
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/s/ David Messenger
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Name:
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David Messenger
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||
Title:
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Authorized Signatory
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BENCHMARK BUILDERS NORTH CAROLINA, LLC,
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BENCHMARK COMMUNITIES, LLC,
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BMC EAST GARRISON, LLC,
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BMC EG BLUFFS, LLC,
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BMC EG BUNGALOW, LLC,
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BMC EG COURTYARDS, LLC,
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BMC EG GARDEN, LLC,
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BMC EG GROVE, LLC,
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BMC EG TOWNS, LLC,
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BMC EG VILLAGE, LLC,
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BMC MEADOWOOD II, LLC,
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BMC PINE RIDGE, LLC,
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BMC PROMISE WAY, LLC,
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BMC RANCHO ETIWANDA, LLC,
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BMC RED HAWK, LLC,
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BMC ROSEMEAD, LLC,
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BMC SAGEWOOD, LLC,
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BMC SHIELDS LOCAN, LLC,
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BMC TOUCHSTONE, LLC,
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BMCH CALIFORNIA, LLC,
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BMCH NORTH CAROLINA, LLC,
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BMCH TENNESSEE, LLC,
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BMCH WASHINGTON, LLC,
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CENTURY COMMUNITIES OF CALIFORNIA, LLC, CENTURY COMMUNITIES OF NEVADA, LLC,
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CENTURY COMMUNITIES OF NORTH CAROLINA, LLC,
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CENTURY COMMUNITIES OF SOUTH CAROLINA, LLC,
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CENTURY COMMUNITIES OF TENNESSEE, LLC,
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CENTURY COMMUNITIES OF WASHINGTON, LLC,
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CENTURY RHODES RANCH GC, LLC,
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CENTURY TUSCANY GC, LLC,
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NEIGHBORHOOD ASSOCIATIONS GROUP, LLC,
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UCP, LLC,
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UCP BARCLAY III, LLC,
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UCP EAST GARRISON, LLC,
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UCP HILLCREST HOLLISTER, LLC,
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UCP KERMAN, LLC,
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UCP MEADOWOOD III, LLC,
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UCP SAGEWOOD, LLC,
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UCP SANTA ANA HOLLISTER, LLC,
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UCP SOLEDAD, LLC,
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UCP TAPESTRY, LLC, and
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UCP QUAIL RUN, LLC,
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all Delaware limited liability companies
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By:
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/s/ David Messenger
|
||
Name:
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David Messenger
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Title:
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Authorized Signatory
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CASA ACQUISITION CORP.,
a Delaware corporation
|
|||
By:
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/s/ David Messenger
|
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Name:
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David Messenger
|
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Title:
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Authorized Signatory
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CCG CONSTRUCTORS LLC, and
CCG REALTY GROUP LLC,
all Georgia limited liability companies
|
|||
By:
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/s/ David Messenger
|
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Name:
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David Messenger
|
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Title:
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Authorized Signatory
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CENTURY COMMUNITIES OF NEVADA REALTY, LLC,
a Nevada limited liability company
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|||
By:
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/s/ David Messenger
|
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Name:
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David Messenger
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Title:
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Authorized Signatory
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CENTURY COMMUNITIES OF UTAH, LLC, and
CENTURY LAND HOLDINGS OF UTAH, LLC,
all Utah limited liability companies
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|||
By:
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/s/ David Messenger
|
||
Name:
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David Messenger
|
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Title:
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Authorized Signatory
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SWMJ CONSTRUCTION, INC.,
a Texas corporation
|
|||
By:
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/s/ David Messenger
|
||
Name:
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David Messenger
|
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Title:
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Vice President
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Lender
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Commitment
|
Applicable
Percentage |
||||||
Texas Capital Bank, National Association
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$
|
75,000,000.00
|
11.718750000000
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%
|
||||
Bank of America, N.A.
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$
|
75,000.000.00
|
11.718750000000
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%
|
||||
Fifth Third Bank
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$
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75,000.000.00
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11.718750000000
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%
|
||||
U.S. Bank National Association
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$
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75,000.000.00
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11.718750000000
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%
|
||||
BMO Harris Bank N.A.
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$
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60,000.000.00
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9.375000000000
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%
|
||||
JPMorgan Chase Bank, N.A.
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$
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55,000.000.00
|
8.593750000000
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%
|
||||
Compass Bank
|
$
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50,000.000.00
|
7.812500000000
|
%
|
||||
CIBC Bank USA
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$
|
40,000.000.00
|
6.250000000000
|
%
|
||||
Citibank, N.A.
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$
|
40,000.000.00
|
6.250000000000
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%
|
||||
ZB, N.A. dba Vectra Bank Colorado
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$
|
40,000.000.00
|
6.250000000000
|
%
|
||||
Flagstar Bank, FSB
|
$
|
30,000.000.00
|
4.687500000000
|
%
|
||||
LegacyTexas Bank
|
$
|
25,000.000.00
|
3.906250000000
|
%
|
||||
Total:
|
$
|
640,000,000.00
|
100.000000000000
|
%
|